EXHIBIT 99.1 Form of eToys Direct, Inc. Stock Incentive Plan

EXHIBIT 99.1 Form of eToys Direct, Inc. Stock Incentive Plan Section 1.PURPOSE. The Plan is intended as an incentive to improve the performance, encourage the continued employment and increase the proprietary interest of certain directors, officers and employees of the Company, participating in the Plan. The Plan is designed to grant such directors, officers and employees the opportunity to share in the Company’s long-term success through stock ownership and to afford them the opportunity for additional compensation related to the value of Stock of the Company. Section 2.DEFINITIONS. (a) Affiliate “ ” means, with respect to any entity, any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is undercommon control with such entity. (b) Award” means any right granted under the Plan, including any Option, Restricted Stock, or other Stock-based award. “ (c) Board” means the Board of Directors of the Company. “ (d) Cause “ ” shall mean a good faith determination by the Board of: (i) gross negligence (as defined in Black’s Law Dictionary) or willful misconduct by Employee in connection with Employee’s duties hereunder; (ii) failure by Employee to perform in any material respect his duties or responsibilities after notice and a fifteen (15) day opportunity to cure; (iii) misappropriation by Employee of the assets or business opportunities of the Company or its affiliates; (iv) any fraud committed by Employee or at his or her direction, or with his or her knowledge; (v) Employee’s indictment for, conviction of, admission to, or entry of pleas of no contest to any felony or any crime involving moral turpitude; (vi) Employee’s use of illegal drugs which, in the Company’s judgment, interferes with the performance of Employee’s duties; or (vii) Employee’s breach of any material provision of this Agreement. (e) Code” means the Internal Revenue Code of 1986, as amended. “ (f) Committee” means the Board or such other committee of at least two persons as the Board may appoint to administer the Plan. “ (g) Company” means eToys Direct, Inc., a Delaware corporation. “ (h) Director” means any non-employee director of either the Board or the board of directors of an Affiliate. “ (i) Disability “ ” means, in the absence of any employment agreement between a Participant and the Company otherwise defining Disability, the permanent and totaldisability of a person within the meaning of Section 22(e) (3) of the Code. In the event there is an employment agreement between a Participant and the Company defining Disability, “Disability” shall have the meaning provided in such agreement. (j) Eligible Persons” means any (i) Employee or (ii) Director. “ (k) Employee” means any person employed by the Company. “ (l) Fair Market Value “ ” means (i) prior to an IPO, the fair market value per share of Stock, on a fully diluted basis, determined by the Board in good faith, (ii) at the time of an IPO, per the share price to the public in such IPO less any per share underwriting discount, and (iii) after an IPO, (A) if the Stock is listed on a national securities exchange, the mean between the highest and lowest sale prices reported as having occurred on the primary exchange with which the Stock is listed and traded on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported, or (B) if the Stock is not listed on any national securities exchange but is quoted in the National Market System of the National Association of Securities Dealers Automated Quotation System on a last sale basis, the average between the high bid price and low ask price reported on the date prior to such date, or, if there is no such sale on that date then on the last preceding date on which such a sale was reported. If, after an IPO, the Stock is not quoted on NASDAQ-NMS or listed on an exchange, or representative quotes are not otherwise available, the Fair Market Value shall mean the amount determined by the Board in good faith to be the fair market value per share of Stock, on a fully diluted basis. (m) IPO” means an initial public offering of the Stock registered under the Securities Act pursuant to an effective registration statement. “ (n) IPO Date” means the effective date of the IPO. “ (o) Option “ ” means a conditional right, granted to a Participant under Section 6 hereof, to purchase Stock at a specified price during specified time periods. Options under the Plan are not intended to qualify as incentive stock options meeting the requirements of Section 422 of the Code. (p) Option Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Option grant. “ (q) Participant” means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award. “ (r) Plan” means the eToys Direct, Inc. Stock Incentive Plan. “ (s) “ estricted Stock” means shares of Stock issued or transferred to a Participant subject to forfeiture and the other restrictions set forth in Section 7 hereof. R (t) Restricted Stock Agreement “ ” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Restricted Stock grant. (u) Securities Act” means the Securities Act of 1933, as amended. “ (v) Stock” means the common stock of the Company, par value $.01 per share. “ Section 3.ADMINISTRATION. (a) General. The Plan shall be administered by the Committee. (b) Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have sole authority, in its absolute discretion: (i) To determine from time to time which of the Eligible Persons shall be granted Awards, when and how each Award shall be granted, what type or combination of types of Award shall be granted, the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Stock pursuant to an Award, and the number of shares of Stock with respect to which an Award shall be granted to each such person; -2- (ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration; (iii) To amend the Plan or an Award as provided in Section 16; and (iv) To exercise such powers and to perform such acts as the Committee deems necessary or expedient to promote the best interests of the Company which are not in conflict with the provisions of the Plan. (c) Delegation of Authority . The Committee may delegate to one or more of its members, agents or to officers or managers of the Company, such administrative duties under this Section 3 as it may deem advisable. (d) Committee Determinations . All determinations, interpretations and constructions made by the Committee in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. Section 4.STOCK SUBJECT TO THE PLAN. (a) Share Reserve . Subject to Section 10 hereof relating to adjustments, the total number of shares of Stock which may be granted pursuant to Awards hereunder shall notexceed, in the aggregate 500,000 shares of Stock. (b) Source . The stock to be granted or optioned under the Plan shall be shares of authorized but unissued Stock or previously issued shares of Stock reacquired by the Company on the open market or by private purchase. (c) Reversion of Shares . If any Award shall for any reason expire, be forfeited or otherwise terminate, in whole or in part, the shares of Stock not acquired under such Award shall revert to and again become available for issuance under the Plan. Section 5.ELIGIBILITY. Participation shall be limited to Eligible Persons who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan. Section 6.OPTIONS. (a) General . Options granted hereunder shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate. The provisions of Options shall be set forth in an Option Agreement, which agreements need not be identical. (b) Term . The term of each Option shall be set by the Committee at the time of grant; provided, however, that no Option granted hereunder shall be exercisable after the expiration of ten (10) years from the date it was granted. (c) Exercise Price . The exercise price per share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than the par value of a share of Stock. (d) Payment for Stock . Payment for shares of Stock acquired pursuant to Options granted hereunder shall be made in full, upon exercise of the Options (i) in immediately availablefunds in United States dollars, by certified or bank cashier’s check, (ii) by surrender to the Company of shares of Stock which have either -3- (a) have been held by the Participant for at least six-months, or (b) were acquired from a person other than the Company, (iii) by delivery to the Company of a properly executed notice of exercise together with irrevocable instructions to a broker to deliver to the Company promptly the amount of the proceeds of the sale of all or a portion of the Stock or of a loan from the broker to the participant required to make such payment; (iv) by a combination of (i), (ii) and (iii), or (v) by any other means approved by the Committee. Anything herein to the contrary notwithstanding, the Company shall not directly or indirectly extend or maintain credit, or arrange for the extension of credit, in the form of a personal loan to or for any director or executive officer of the Company through the Plan in violation of Section 402 of the Sarbanes-Oxley Act of 2002 (“ Section 402 of SOX ”), and to the extent that any form of payment would, in the opinion of the Company’s counsel, result in a violation of Section 402 of SOX, such form of payment shall not be available. (e) Vesting . Except as set forth in the Option Agreement, as may be determined by the Committee in its sole discretion, Options shall vest and become exercisable in accordance with the following schedule: (i) On , one-third (1/3) of the total underlying shares shall vest and become exercisable; and (ii) On the tenth day of each calendar month following , an additional one-thirty sixth (1/36th) of the total underlying shares shall vest and become exercisable. Notwithstanding any vesting dates above, or otherwise set forth in the Option Agreement, the Committee may in its sole discretion accelerate the vesting of any Option, which acceleration shall not affect the terms and conditions of any such Option other than with respect to vesting. Unless otherwise specifically determined by the Committee, the vesting of an Option shall occur only while the Participant is employed or rendering services to the Company or its Affiliates and all vesting shall cease upon a Participant’s termination of employment or services for any reason. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until the Option expires. (f) Transferability of Options . An Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Participant may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Participant, shall thereafter be entitled to exercise the Option. Notwithstanding the foregoing, an Option shall be transferable to the extent provided in the Option Agreement. Section 7.RESTRICTED STOCK. (a) General . Restricted Stock granted hereunder shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate. The terms and conditions of each Restricted Stock grant shall be evidenced by a Restricted Stock Agreement. Subject to the restrictions set forth in Section 7(b), the Participant shall generally have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. At the discretion of the Committee, cash dividends and stock dividends, if any, with respect to the Restricted Stock may be either currently paid to the Participant or withheld by the Company for the Participant’s account. Unless otherwise determined by the Committee, cash dividends or stock dividends so withheld by the Committee shall be subject to forfeiture to the same degree as the shares of Restricted Stock to which they relate. No interest will accrue or be paid on the amount of any cash dividends withheld. (b) Restrictions . In addition to any other restrictions set forth in a Participant’s Restricted Stock Agreement, until such time that the Restricted Stock has vested pursuant tothe terms of the Restricted Stock Agreement, which vesting the Committee may in its sole discretion accelerate at any time, the Participant shall not be permitted to sell, transfer, pledge, or otherwise encum